Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax with respect to interests in real property owned directly or indirectly by the Company or any of its Subsidiaries immediately prior to the Merger, if applicable and due with respect to the Merger, shall be borne by the Surviving Corporation and expressly shall not be a liability of stockholders of the Company.
Appears in 20 contracts
Samples: Merger Agreement, Merger Agreement (Energy Transfer Partners, L.P.), Merger Agreement (Williams Companies Inc)
Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax with respect to interests in real property owned directly or indirectly by the Company or any of its Subsidiaries immediately prior to the Merger, if applicable and due with respect to the Merger, shall be borne by the Surviving Corporation or Parent and expressly shall not be a liability of stockholders of the Company.
Appears in 10 contracts
Samples: Agreement and Plan of Merger, Merger Agreement (Hospitality Distribution Inc), Merger Agreement (Cec Entertainment Inc)
Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax with respect to interests in real property owned directly or indirectly by the Company or any of its Subsidiaries immediately prior to the Merger, if applicable and due with respect to the Offer or Merger, shall be borne by the Surviving Corporation or Parent and expressly shall not be a liability of stockholders shareholders of the Company.
Appears in 4 contracts
Samples: Merger Agreement (Bankrate, Inc.), Merger Agreement (Bankrate Inc), Merger Agreement (BEN Holdings, Inc.)
Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax with respect to interests in real property owned directly or indirectly by the Company or any of its Subsidiaries immediately prior to the Merger, if applicable and due with respect to the Merger, shall be borne by the Surviving Corporation and expressly shall not be a liability of stockholders shareholders of the Company.
Appears in 4 contracts
Samples: Merger Agreement (Energy Transfer Partners, L.P.), Merger Agreement (Sunoco Inc), Merger Agreement (Alltel Corp)
Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax with respect to interests in real property owned directly or indirectly by the Company or any of its Subsidiaries immediately prior to the Merger, if applicable and due with respect to the Merger, shall be borne by the Surviving Corporation and expressly shall not be a direct liability of stockholders of the Company.
Appears in 3 contracts
Samples: Merger Agreement (Firstenergy Corp), Merger Agreement (Allegheny Energy, Inc), Merger Agreement
Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax with respect to interests in real property owned directly or indirectly by the Company or any of its Subsidiaries subsidiaries immediately prior to the Merger, if applicable and due with respect to the Merger, shall be borne by the Surviving Corporation and expressly shall not be a liability of stockholders of the Company.
Appears in 3 contracts
Samples: Merger Agreement (United Rentals Inc /De), Merger Agreement (Wilshire Enterprises Inc), Merger Agreement (Jekogian Iii Nickolas W)
Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax with respect to interests in real property owned directly or indirectly by the Company or any of its Subsidiaries Company Subsidiary immediately prior to the Merger, if applicable and due with respect to the Offer or the Merger, shall be borne by the Surviving Corporation or Parent and expressly shall not be a liability of the stockholders of the Company.
Appears in 3 contracts
Samples: Merger Agreement (Comverge, Inc.), Merger Agreement (Southwall Technologies Inc /De/), Merger Agreement (Solutia Inc)
Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax with respect to interests in real property owned directly or indirectly by the Company or any of its Subsidiaries immediately prior to the MergerEffective Time, if applicable and due with respect to the Merger, shall be borne by the Surviving Corporation and expressly shall not be a liability of stockholders of the Company.
Appears in 2 contracts
Samples: Merger Agreement (GenOn Energy, Inc.), Merger Agreement (NRG Energy, Inc.)
Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax (which, for the avoidance of doubt, shall not include any Tax imposed by Section 897 or 1445 of the Code or other income Taxes) with respect to interests in real property owned directly or indirectly by the Company Xxxxx or any of its Subsidiaries immediately prior to the Merger, if applicable and due with respect to the Merger, shall be borne by the Surviving Corporation Entity and expressly shall not be a liability of stockholders of the CompanyXxxxx.
Appears in 2 contracts
Samples: Merger Agreement (Schlumberger LTD /Nv/), Merger Agreement (Smith International Inc)
Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax with respect to interests in real property owned directly or indirectly by the Company Protective or any of its the Protective Subsidiaries immediately prior to the Merger, if applicable and due with respect to the Merger, shall will be borne by the Surviving Corporation and expressly shall will not be a liability of stockholders of the CompanyDai-ichi or Protective.
Appears in 2 contracts
Samples: Merger Agreement (Protective Life Corp), Merger Agreement (Protective Life Corp)
Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax with respect to interests in real property owned directly or indirectly by the Company or any of its the Company Subsidiaries immediately prior to the Merger, if applicable and due with respect to the Merger, shall be borne by the Surviving Corporation and expressly shall not be a liability of the stockholders of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Hawk Corp), Merger Agreement (Carlisle Companies Inc)
Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax with respect to interests in real property owned directly or indirectly by the Company or any of its Subsidiaries immediately prior to the Merger, if applicable and due with respect to the Merger, shall be borne by the Surviving Corporation and expressly shall not be a liability of stockholders of the Company.
Appears in 2 contracts
Samples: Merger Agreement (W R Grace & Co), Merger Agreement (Synthetech Inc)
Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax with respect to interests in real property Real Property owned directly or indirectly by the Company or any of its Subsidiaries immediately prior to the Merger, if applicable and due with respect to the Merger, shall be borne by the Surviving Corporation and expressly shall not be a liability of stockholders the shareholders of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Us 1 Industries Inc), Merger Agreement (Us 1 Industries Inc)
Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax with respect to interests in real property owned directly or indirectly by the Company or any of its Subsidiaries immediately prior to the HoldCo Merger, if applicable and due with respect to either of the MergerMergers, the Conversion or the Contribution, shall be borne by the Surviving Corporation Linn and expressly shall not be a liability of stockholders of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Berry Petroleum Co), Merger Agreement
Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax with respect to interests in real property owned directly or indirectly by the Company or any of its Subsidiaries immediately prior to the Merger, if applicable and due with respect to the Merger, shall be borne by the Surviving Corporation or Parent and expressly shall not be a liability of the stockholders of the Company.
Appears in 1 contract
Samples: Merger Agreement (Datascope Corp)
Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax with respect to interests in real property owned directly or indirectly by the Company or any of its Subsidiaries immediately prior to the Merger, if applicable and due with respect to the Merger, shall be borne by the Surviving Corporation and expressly shall not be a liability of stockholders shareholders of Parent or the Company.
Appears in 1 contract
